Not independent
Tenure on this board
2.1 yrs
5 nominees · 3 ballot items.
Elect five directors; approve, on an advisory basis, executive compensation (say-on-pay); and ratify Grassi & Co., CPAs, P.C. as the Company’s independent auditors for fiscal year 2026.
Election of five directors to the Board to serve until the next annual meeting.
A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) say-on-pay proposal asks shareholders to approve the Company’s disclosed executive compensation for named executive officers as presented in the proxy, including compensation tables and narrative. Management is seeking this advisory approval to confirm stockholder support for its compensation policies and to provide guidance to the Compensation Committee when setting future pay practices; although non-binding, the Board states it will consider the vote outcome in future decisions. The proposal exists in the context of the Company’s recent leadership changes and disclosure of pay-versus-performance metrics, and follows Dodd-Frank/SEC rules requiring an advisory vote on executive pay. Key factual context includes the Company’s reported Summary Compensation Table values, equity award practices under the 2017 Omnibus Equity Incentive Plan, and the Compensation Committee’s role in approving executive pay. From a governance perspective, the vote tests investor acceptance of pay levels, mix (cash vs equity), and incentive design in a company that has experienced material prior-year losses and operational transition. Management argues that its programs align management incentives with long-term shareholder value and that the Compensation Committee is independent, which supports the Board's recommendation to vote FOR. An analyst should weigh the company’s disclosure of pay versus performance, the size and structure of CEO and NEO pay relative to company performance, recent changes in executive team, and the non-binding nature of the vote when assessing governance risk. The outcome can influence future compensation design: a significant negative vote would likely trigger engagement and possible revisions by the Compensation Committee, while strong support would validate current practices.
Ratify the Audit Committee’s appointment of Grassi & Co., CPAs, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.1% | 1,820,175 | $2M |
| 2 | GEODE CAPITAL MANAGEMENT, LLC | 0.7% | 411,317 | $372K |
| 3 | BlackRock, Inc. | 0.6% | 378,799 | $342K |
| 4 | Calamos Wealth Management LLC | 0.5% | 301,672 | $273K |
| 5 | Calamos Advisors LLC | 0.5% | 301,672 | $273K |
| 6 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 241,987 | $219K |
| 7 | UBS Group AG | 0.4% | 213,039 | $193K |
| 8 | STATE STREET CORP | 0.3% | 150,742 | $136K |
| 9 | NORTHERN TRUST CORP | 0.2% | 95,880 | $87K |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 0.2% | 91,219 | $82K |
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